I. PURPOSE:

The Audit Committee (the “Committee”) of the Board of Directors of Seagate Technology (the “Company”) shall:

1. Provide assistance to the Board of Directors in fulfilling its responsibility to the Company’s shareholders, potential shareholders and the investment community with respect to its oversight of:
   
   A. The Company’s accounting and financial reporting processes, the Company’s financial statement audits and the quality and integrity of the Company’s financial statements;
   
   B. The Company’s compliance with legal and regulatory requirements;
   
   C. The independent auditors’ qualifications and independence; and
   
   D. The performance of the Company’s internal audit function and its independent auditors.
   
   
2. Prepare the report that the rules of the Securities and Exchange Commission (the “SEC”) require to be included in the Company’s annual proxy statement.

II. COMPOSITION AND POLICIES:

The following are the primary operating policies of the Committee:

1. The Committee shall be composed of three (3) or more members of the Board of Directors and shall elect a Chairman from among its members to serve in that capacity until a new Chairman is elected.  Each Committee member shall be “independent” as that term is defined for director and audit committee members under the rules of the SEC and the NASDAQ Stock Market LLC, as determined by the Board of Directors. Each Committee member shall be able to read and understand fundamental financial statements, at least one member must be an  “audit committee financial expert” under the rules of the SEC, each as determined by the Board of Directors.  No member of the Committee may serve on the audit committee of more than three (3) public companies (including the Company) unless the Board of Directors (i) determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and (ii) discloses such determination in the Company’s annual proxy statement. In addition, no member of the Committee may have participated in the preparation of the financial statements of the Company or any of the Company’s current subsidiaries at any time during the past three years.
   
   
2. The Committee shall hold such meetings as it deems necessary but shall meet a minimum of quarterly each calendar year. The Committee shall periodically meet separately with each of management, the director of the Company’s internal auditing department, the Company’s independent auditors and the Company’s general counsel to discuss any matters that the Committee or each of these groups believe would be appropriate to discuss privately.  Minutes of all Committee meetings shall be taken and shall be approved at subsequent meetings.
   
   
3. The Committee has the authority to direct and supervise an investigation into any matter, including the authority to retain such legal, accounting or other advisors as the Committee deems necessary or advisable to carry out its duties. 
   
   
4. The Committee has the authority to approve (i) the payment of compensation to, or other terms of retention of, any legal, accounting or other advisor retained by the Committee and (ii) the payment of ordinary administrative expenses of the Committee that are necessary or appropriate to carry out its duties.
   
   
5. A majority of the members of the Committee shall be necessary to constitute a quorum, and in every case, the affirmative vote of a majority of the members shall be necessary for the taking of any action.

III. FUNCTIONS AND DUTIES:

The following functions shall be commonly recurring activities of the Committee in carrying out its purpose outlined in Section I of this Charter:

1. Meeting with management and the independent auditors to review and discuss prior to public dissemination the annual audited financial statements to be included in the Company’s annual report (Form 10-K) and the quarterly financial statements to be included in the Company’s quarterly reports (Form 10-Q) filed with the Securities and Exchange Commission (the “SEC”), in each case including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and recommending to the Board of Directors whether the annual audited financial statements should be included in the Company’s Form 10-K;
   
   
2. Reviewing and discussing with the Company’s independent auditors and management the Company’s earnings press releases and Company practices with respect to earnings press releases and financial information and earnings guidance provided to analysts and rating agencies;
   
   
3. Appointing, retaining (subject to ratification by the Company’s shareholders) and terminating as appropriate the Company’s independent auditors, which shall report directly to the Committee, approving all compensation of the independent auditors, including all audit engagement fees and terms, and overseeing the work of the Company’s independent auditors;
   
   
4. Establishing policies and procedures for the pre-approval of audit and permissible non-audit services to be provided by the independent auditors, and approving in advance any audit or non-audit engagement or relationship between the Company and its independent auditors;
   
   
5. Reviewing, at least annually, the independence, performance and qualifications of the Company’s independent auditors by such methods as it deems appropriate.  Among other things, the Committee shall obtain from the independent auditors at least annually a written statement outlining (i) any relationships between the independent auditors or their affiliates, and the Company or individuals in financial reporting oversight roles at the Company, that might reasonably be thought to bear on the independent auditors independence, consistent with rules of Public Company Accounting Oversight Board (“PCAOB”), shall discuss the potential effects of any such relationships on the independence of the independent auditors and shall take appropriate action to oversee the independence of the independent auditors.  In addition, the Committee shall obtain from the independent auditors at least annually a written statement outlining the independent auditors' internal quality control procedures, and any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with such issues;
   
   
6. Overseeing a rotation of the lead audit partner of the Company’s independent auditors at least every five years;
   
   
7. Reviewing annually the audit plans of the independent auditors and internal auditors;
   
   
8. Meeting with the independent auditors at the completion of their annual audit to review their evaluation of the financial reporting and internal controls of the Company and any changes required in the originally planned audit program;
   
   
9. Meeting with the internal auditors periodically to review:
   
   A. Audit results;
   
   B. Recommendations for improvements in internal controls made by internal and external auditors; and
   
   C. Any changes required in the originally planned audit program;
   
   
10. Reviewing the reports of examinations by regulatory authorities, if any;
    
    
11. Monitoring the Company’s policies and procedures for the review of expenses and perquisites of selected members of senior management;
    
    
12. Performing any special reviews, investigations or oversight responsibilities required by the Board of Directors or its Chairman;
    
    
13. Reporting regularly to the Board of Directors on the activities of the Committee;
    
    
14. Considering comments by the independent auditors suggesting improvements in internal accounting controls and the response by management to such comments; and
    
15. Reviewing periodically legal and related matters that could have a significant impact on the Company’s financial statements with the Company's General Counsel.

IV. FINANCIAL REPORTING PROCESS AND CONTROLS

1. In connection with performing its duties under Section III of this Charter, the Committee shall obtain and discuss with the Company’s management and its independent auditors reports from management and the independent auditors required by SEC rules and applicable professional standards.
   
   
2. The Committee shall, to the extent it deems appropriate, review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.
   
   
3. The Committee shall review with the Company’s independent auditors:
   
   A. Audit problems or other difficulties encountered by the independent auditors in the course of the audit process, including any restrictions on the scope of the independent auditors’ activities or on access to requested information;
   
   B. Significant disagreements between the independent auditors and management; and
   
   C. Management’s response to issues raised by the independent auditors.
   
   
4. The Committee shall, to the extent it deems appropriate, review and discuss with the independent auditors the responsibilities, budget and staffing of the Company’s internal audit function.
   
   
5. The Committee shall review disclosures made to it by the Company’s Chief Executive Officer or Chief Financial Officer in connection with their certifications of the Company’s Form 10-K and Form 10-Q regarding significant deficiencies in the design or operation of internal controls or material weaknesses therein and fraud involving management or other employees who have a significant role in the Company’s internal controls.
   
   
6. The Committee shall receive reports from the independent auditors and management regarding, and shall review and discuss the adequacy and effectiveness of, the Company’s internal controls, including any significant deficiencies in internal controls and significant changes in internal controls reported to the Committee by the independent auditors or management;
   
   
7. The Committee shall consider comments by the independent auditors suggesting improvements in internal accounting controls and the response by management to such comments;
   
   
8. The Committee shall receive reports from management regarding, and shall review and discuss the adequacy and effectiveness of, the Company’s disclosure controls and procedures.

V. LEGAL COMPLIANCE, RISK OVERSIGHT AND OTHER MATTERS

1. The Committee shall oversee the Company’s compliance program with respect to legal and regulatory requirements, including overseeing the monitoring of the Company’s code of business conduct and ethics;
   
   
2. The Committee shall discuss with the Company’s management and its independent auditors the Company’s guidelines and policies with respect to risk assessment and risk management.
   
   
3. The Committee shall discuss the Company’s major financial risk exposures and the steps the Company’s management has taken to monitor and control such exposures.
   
   
4. The Committee shall set hiring policies for employees or former employees of the Company’s independent auditors.  At a minimum, these policies shall provide that the Company will comply with any cooling-off period required by rules of the SEC promulgated under the Sarbanes-Oxley Act of 2002.
   
   
5. The Committee shall establish and oversee procedures for:
   
   A. The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
   
   B. The confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

VI. REPORTS

1. The Committee shall prepare or review the report required to be included in annual proxy statements in accordance with the applicable rules and regulations of the SEC.
   
   
2. The Committee shall regularly report to the full Board of Directors (i) the results of each meeting of the Committee following such meeting, (ii) such other matters as are relevant to the Committee’s discharge of its duties, and (iii) such recommendations as the Committee shall deem appropriate.
   
   
3. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter.

As amended and restated by the Board of Directors on October 30, 2008